SYDNEY, Sept. 24, 2012 /PRNewswire/ -- The Westfield
Group (ASX: WDC) announced today that WT Finance (Aust) Pty Limited
(ABN 16 108 806 711), WEA Finance LLC and Westfield Capital
Corporation Pty Limited (ABN 70 008 589 384) (each an "Offeror" and
together, the "Offerors"), have commenced a cash tender offer (the
"Offer") to purchase the Notes listed below in an aggregate
principal amount of up to US$300,000,000, which may be increased in the
sole discretion of the Offerors, based on the acceptance priority
level for each series of Notes as set forth in the table below. The
terms and conditions of the Offer are set forth in an Offer to
Purchase dated September 24, 2012
(the "Offer to Purchase") and the related Letter of
Transmittal.
The following table sets forth certain terms of the Offer:
Issuer
|
Title
of Security
|
CUSIP
/
ISIN
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Fixed
Spread
(Basis
Points)
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page (1)
|
Early
Tender
Payment (2)
|
Hypothetical
Full
Tender
Offer
Consideration (2) (3)
|
WT Finance (Aust) Pty Limited,
WEA Finance LLC and
Westfield
Capital Corporation Pty Limited
|
5.125%
Guaranteed Senior Notes due 2014
|
96008Y
AB1
USQ970
12 AB67
|
US$1,400,000,000
|
1
|
95
bps
|
0.250% due
August 31, 2014
|
FIT1
|
US$20
|
US$1,079.49
|
|
|
|
|
|
|
|
|
|
|
WT Finance
(Aust) Pty Limited and WEA Finance LLC
|
7.50%
Guaranteed Senior Notes due 2014
|
92933D
AA8
USQ957
06AA71
|
US$700,000,000
|
2
|
90
bps
|
0.250% due
August 31, 2014
|
FIT1
|
US$20
|
US$1,100.75
|
|
(1) The applicable page on Bloomberg from
which the Dealer Managers (as described below) will quote the bid
side prices of the U.S. Treasury Reference Security.
(2) Per US$1,000 principal amount of
Notes (as defined herein) validly tendered and not validly
withdrawn at or prior to the Early Tender Date (as defined herein)
and accepted for purchase.
(3) See Schedules A and B to the Offer to
Purchase for detailed calculations of the Hypothetical Full Tender
Offer Consideration.
|
The Offer with respect to the outstanding 5.125% Guaranteed
Senior Notes due 2014 (the "5.125% Notes due 2014") is being made
jointly and severally by the issuers thereof, WT Finance (Aust) Pty
Limited, WEA Finance LLC and Westfield Capital Corporation Pty
Limited, and the Offer with respect to the outstanding 7.50%
Guaranteed Senior Notes due 2014 (the "7.50% Notes due 2014" and,
together with the 5.125% Notes due 2014, the "Notes") is being made
jointly and severally by the issuers thereof, WT Finance (Aust) Pty
Limited and WEA Finance LLC.
The Offer will expire at 12:00 midnight, New York City time, on October 22, 2012, unless extended or earlier
terminated (such date and time, as the same may be extended with
respect to either or both Series of Notes, the "Expiration
Date"). Holders of Notes must validly tender and not validly
withdraw their Notes at or before 5:00
P.M., New York City time,
on October 4, 2012, unless extended
(such date and time, as the same may be extended with respect to
either or both Series of Notes, the "Early Tender Date"), to be
eligible to receive the Full Tender Offer Consideration (as
described below). Holders who validly tender their Notes
after the Early Tender Date but at or before the Expiration Date
will only be eligible to receive the "Tender Offer Consideration,"
which is equal to the Full Tender Offer Consideration minus the
applicable early tender payment set forth in the table above per
US$1,000 principal amount of Notes
accepted for purchase (the "Early Tender Payment").
Notes tendered in the Offer may be validly withdrawn at any time
at or before 5:00 P.M., New York City time, on October 4, 2012 (such date and time, as the same
may be extended, with respect to either or both Series of Notes,
the "Withdrawal Date"), but not thereafter. Any Notes
tendered on or before the Withdrawal Date that are not validly
withdrawn before the Withdrawal Date may not be withdrawn
thereafter, and any Notes tendered after the Withdrawal Date may
not be withdrawn, unless in either case the Offerors are required
by applicable law to permit the withdrawal or the Offerors elect to
allow such withdrawal.
The "Full Tender Offer Consideration" per US$1,000 principal amount of each series of Notes
validly tendered and accepted for purchase pursuant to the Offer
will be determined in the manner described in the Offer to Purchase
by reference to the applicable fixed spread specified in the table
above over the yield based on the bid side price of the applicable
U.S. Treasury Reference Security specified in the table above, as
calculated by Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC at 2:00 P.M.,
New York City time on October 5, 2012. The Early Tender Payment
is included in the calculation of the Full Tender Offer
Consideration and is not in addition to the Full Tender Offer
Consideration. Tendering holders will also receive accrued
and unpaid interest on their Notes up to, but excluding, the date
of payment of the consideration for Notes accepted for
purchase. Subject to the terms and conditions of the Offer,
the date of payment is expected to follow promptly after the
Expiration Date.
The Offer is not conditioned upon any minimum amount of Notes
being tendered, but is subject to the satisfaction of certain
conditions as set forth in the Offer to Purchase. The Offerors
reserve the right, in their sole discretion, to waive any and all
conditions to the Offer. The aggregate principal amount of
each series of Notes that is purchased in the Offer will be based
on the acceptance priority level for such series as set forth in
the table above and subject to proration and other terms set forth
in the Offer to Purchase.
The Offerors' obligations to accept any Notes tendered and to
pay the applicable consideration for them are set forth solely in
the Offer to Purchase and the related Letter of Transmittal.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes. The Offer is made
only by, and pursuant to the terms of, the Offer to Purchase, and
the information in this press release is qualified by reference to
the Offer to Purchase and the related Letter of Transmittal.
Subject to applicable law, the Offerors may amend, extend, waive
conditions to or terminate the Offer.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
the Dealer Managers for the Offer. Persons with questions regarding
the Offer should contact the Dealer Managers, Citigroup Global
Markets Inc. at (800) 558-3745 (US toll free) and (212) 723-6106
(collect) and J.P. Morgan Securities LLC at (866) 834-4666 (US
toll-free) and (212) 834-2494 (collect). Requests for copies
of the Offer to Purchase, the related Letter of Transmittal and
other related materials should be directed to Global Bondholder
Services Corporation, the Information Agent and Depositary for the
Offer, at (212) 430-3774 (for banks and brokers only) or (866)
873-6300 (for all others and toll-free), or to the Dealer
Managers, Citigroup Global Markets Inc. at (800) 558-3745 (US
toll-free) and (212) 723-6106 (collect) and J.P. Morgan Securities
LLC at (866) 834-4666 (US toll-free) and (212) 834-2494
(collect).
This press release includes forward-looking statements,
including statements regarding the the conduct and outcome of the
Offer. Some of these statements can be identified by terms and
phrases such as "anticipate," "should," "likely," "foresee,"
"believe," "estimate," "expect," "intend," "continue," "could,"
"may," "plan," "project," "predict," "will," and similar
expressions. Such statements reflect the current views and
assumptions of the Westfield Group and/or the Offerers with respect
to future events and are subject to risks and uncertainties which
may cause actual results to differ materially from those expressed
in the statements contained in this press release. Factors
that could cause or contribute to such differences include those
matters disclosed in the Offer to Purchase. The Offerors do
not undertake any obligation to update any forward-looking
statements.
For further information contact:
Peter Allen
Group Chief Financial Officer
+61 2 9358 7402
About The Westfield Group
The Westfield Group is an internally managed, vertically
integrated, shopping centre group undertaking ownership,
development, design, construction, funds/asset management, property
management, leasing and marketing activities and employing over
4,000 staff worldwide. The Westfield Group has interests in and
operates one of the world's largest shopping centre portfolios with
investment interests in 109 shopping centers across Australia, the
United States, the United
Kingdom, New Zealand and
Brazil, encompassing around 23,700
retail outlets and total assets under management of A$61.7bn.
SOURCE The Westfield Group